S-22.01 - Act respecting the Société québécoise de récupération et de recyclage

Updated to 1 January 2002

This document has official status.

chapter S-22.01

Act respecting the Société québécoise de récupération et de recyclage

CHAPTER I ESTABLISHMENT AND ORGANIZATION

1. The “Société québécoise de récupération et de recyclage” is hereby established.

The Société may be designated by the name “RECYC-QUÉBEC”.

1990, c. 23, s. 1; 1999, c. 40, s. 300.

2. The Société is a legal person.

1990, c. 23, s. 2; 1999, c. 40, s. 300.

3. The Société is a mandatary of the State.

The property of the Société forms part of the domain of the State, but the performance of its obligations may be levied against its property.

The Société binds only itself when it acts in its own name.

1990, c. 23, s. 3; 1999, c. 40, s. 300.

4. The head office of the Société is in the territory of Ville de Québec; however, it may be moved to any other place with the approval of the Government. A notice of the location or any change of location of the head office is published in the Gazette officielle du Québec.

The Société may also establish an office or offices at any other place in Québec.

The Société may hold its sittings at any place in Québec.

1990, c. 23, s. 4; 1999, c. 40, s. 300; 2000, c. 56, s. 220.

5. The affairs of the Société are administered by a board of directors composed of nine members, appointed by the Government upon the recommendation of the Minister, as follows:

(1)  the president of the Société appointed for a period of not more than five years;

(2)  eight members appointed for a period of not more than three years.

1990, c. 23, s. 5; 1999, c. 40, s. 300.

6. Upon the recommendation of the Minister, the Government shall appoint a chairman and a vice-chairman of the board from among the members of the board of directors.

The chairman of the board of directors shall preside over the meetings of the board of directors, oversee its operation and assume any other duties assigned to him by a by-law of the Société.

In the absence of the chairman, the vice-chairman shall act in his place.

1990, c. 23, s. 6; 1999, c. 40, s. 300.

7. The members of the board of directors shall remain in office at the end of their terms until they are reappointed or replaced.

1990, c. 23, s. 7.

8. Any vacancy that arises during a term shall be filled in the manner and for the period provided for in section 5.

In particular, a vacancy shall arise through absence from a number of meetings of the board of directors determined by the internal management by-law of the Société, in the cases and circumstances indicated in the by-law.

1990, c. 23, s. 8; 1999, c. 40, s. 300.

9. A majority of the members of the board of directors constitutes a quorum.

If votes are equally divided, the person presiding over the board of directors has a casting vote.

1990, c. 23, s. 9.

10. The president of the Société is responsible for the administration and management of the Société within the scope of its by-laws and policies.

The Government shall fix the remuneration, social benefits and other conditions of employment of the president of the Société.

1990, c. 23, s. 10; 1999, c. 40, s. 300.

11. The members of the board of directors other than the president of the Société are not remunerated, except in the cases, on the conditions and to the extent which may be determined by the Government. However, they are entitled to reimbursement of expenses incurred in performing their duties, on the conditions and to the extent determined by the Government.

1990, c. 23, s. 11; 1999, c. 40, s. 300.

12. Any member of the board of directors, other than the president of the Société, having a direct or indirect interest in an enterprise which places his personal interest in conflict with that of the Société shall, on pain of forfeiture of his office, disclose it in writing to the president of the Société and abstain from taking part in any debate or voting on any decision bearing upon the enterprise in which he has an interest.

The president and the employees of the Société may not, on pain of forfeiture of office, have any direct or indirect interest in an enterprise placing their personal interest in conflict with that of the Société. However, forfeiture is not incurred if that interest devolves to them by succession or gift, provided they renounce or dispose of it with diligence.

1990, c. 23, s. 12; 1999, c. 40, s. 300.

13. The secretary and the other members of the personnel of the Société shall be appointed in accordance with the staffing plan established by by-law of the Société.

Subject to the provisions of a collective agreement, the Société shall determine, by by-law, the standards and scales of remuneration of the members of its personnel in accordance with the conditions defined by the Government.

1990, c. 23, s. 13; 1999, c. 40, s. 300; 2000, c. 8, s. 217.

14. The Société may, by by-law, form an executive committee and determine its duties and powers.

1990, c. 23, s. 14; 1999, c. 40, s. 300.

15. The Société may adopt any by-law in respect of its powers and internal management.

1990, c. 23, s. 15; 1999, c. 40, s. 300.

16. The minutes of the sittings of the board of directors, approved by it and certified by the chairman of the board or by any other person authorized to do so by the by-laws governing internal management of the Société, are authentic. The documents or copies emanating from the Société or forming part of its records are authentic if they are certified in the same way.

1990, c. 23, s. 16; 1999, c. 40, s. 300.

17. The by-laws of the Société, except those made under section 13, shall be submitted for approval by the Government and come into force on the date of such approval or on any later date determined by the Government.

1990, c. 23, s. 17; 1999, c. 40, s. 300; 2000, c. 8, s. 218.

CHAPTER II OBJECTS AND POWERS

18. The objects of the Société are to promote, develop and foster the reduction, re-use, recovery and recycling of containers, packaging, materials or products and their valorization with a view to conserving resources.

For these purposes, it may, in particular, alone or with partners,

(1)  administer any consignment system;

(2)  carry out any research or development work and perfect or implement technologies;

(3)  using any appropriate technical or financial measure, foster the creation and development of enterprises engaging in reduction, re-use, recovery, recycling or valorization;

(4)  promote, develop and maintain markets for the containers, packaging, materials or products which are recovered and for the products resulting from recycling or valorization;

(5)  through appropriate educational projects, promote measures of conservation of resources, reduction, re-use, recovery, recycling or valorization;

(6)  administer financial aid programs established by the Government for environmental purposes.

1990, c. 23, s. 18; 1999, c. 40, s. 300.

19. The Société may make an agreement with any person, municipality, partnership or body within the scope of its objects.

It may, with the authorization of and on the conditions determined by the Government, make an agreement with a foreign government or one of its departments or with an international organization, or with any agency of that government or organization.

It may also, with the authorization of and on the conditions determined by the Government, make an agreement with a department or agency of the Gouvernement du Québec, or with any other government in Canada or a department or agency of such government.

1990, c. 23, s. 19; 1999, c. 40, s. 300.

20. The Société shall receive and administer the deposits collected, either under an agreement made between the Minister, the Société and any person, partnership or body, or under a regulation adopted pursuant to section 53.30 of the Environment Quality Act (chapter Q-2), subject to any provision to the contrary in the agreement or regulation.

It shall use, for the achievement of its objects, the non-refundable part of the deposits and any unclaimed deposits as well as any sums assigned to it for that purpose under a regulation or agreement referred to in the first paragraph.

1990, c. 23, s. 20; 1999, c. 40, s. 300; 1999, c. 75, s. 41; 2000, c. 47, s. 1.

21. The Société must also carry out any other mandate related to its objects entrusted to it by the Government and financed in whole or in part by the Government.

1990, c. 23, s. 21; 1999, c. 40, s. 300.

CHAPTER III FINANCING AND ADMINISTRATION

22. The Société and any subsidiary of which it holds more than 50% of the shares or stocks shall not, without the authorization of the Government,

(1)  enter into contracts for a duration or an amount exceeding those determined by the Government;

(2)  accept any gift or legacy to which a condition or charge is attached;

(3)  contract any loan which takes the aggregate of its current unpaid loans above the amount determined by the Government;

(4)  grant loans or make any other financial commitment beyond the limits or contrary to the modalities determined by the Government;

(5)  acquire or dispose of property, shares or stocks beyond the limits or contrary to the modalities determined by the Government.

The amounts, limits and modalities fixed under this section may apply to the group formed by the Société and its subsidiaries or to one or more of them.

This section does not apply to transactions between the Société and its subsidiaries or between the subsidiaries.

1990, c. 23, s. 22; 1999, c. 40, s. 300.

23. The Government may, on the conditions it determines,

(1)  guarantee the payment in capital and interest of any loan of the Société or of a subsidiary in which the Société holds more than 50% of the shares or stocks, and the performance of any obligation of the Société or any such subsidiary;

(2)  authorize the Minister of Finance to advance to the Société or to a subsidiary referred to in subparagraph 1 any amount deemed necessary to permit the Société or subsidiary to exercise its powers, at such rate of interest, for such period of time and on such other conditions as the Government shall determine.

The sums required for the carrying out of this section are taken out of the Consolidated Revenue Fund.

1990, c. 23, s. 23; 1999, c. 40, s. 300.

24. The Minister may, within the scope of the responsibilities and powers conferred on him, issue directives on the objects and orientation of the Société in the discharge of its duties under this Act.

These directives must be submitted to the Government for approval. If they are so approved, they are binding on the Société, which must comply with them.

Every directive must be tabled in the National Assembly within 15 days of its approval by the Government. If the Assembly is not sitting, the directive must be tabled in the Assembly within 15 days of resumption.

1990, c. 23, s. 24; 1999, c. 40, s. 300.

25. The Société shall, not less than 60 days before the beginning of each fiscal year, prepare an investment budget and an operating budget and submit them to the Minister for approval.

1990, c. 23, s. 25; 1999, c. 40, s. 300.

26. The Société shall establish a development plan, including the activities of its subsidiaries, in the form, with the content and at intervals fixed by the Government.

The plan must be submitted to the Government for approval.

1990, c. 23, s. 26; 1999, c. 40, s. 300.

CHAPTER IV ACCOUNTS AND REPORTS

27. The fiscal year of the Société ends on 31 March each year.

1990, c. 23, s. 27; 1999, c. 40, s. 300.

28. The Société must, not later than 30 September each year, file its financial statements with the Minister together with a report of its activities for the preceding fiscal year.

The financial statements and report of activities shall contain all the information required by the Minister.

1990, c. 23, s. 28; 1999, c. 40, s. 300.

29. The Minister shall table the report of activities and the financial statements before the National Assembly within 15 days of his receiving them or, if the Assembly is not sitting, within 15 days of resumption.

1990, c. 23, s. 29.

30. The books and accounts of the Société shall be audited each year and also whenever so ordered by the Government, by the Auditor General or, with the approval of the Government, by an auditor designated by the Société. The report of the auditor must accompany the report of activities and the financial statements of the Société.

1990, c. 23, s. 30; 1999, c. 40, s. 300.

31. The Société must provide the Minister with any information he requires on its activities.

1990, c. 23, s. 31; 1999, c. 40, s. 300.

CHAPTER V MISCELLANEOUS PROVISIONS

32. The Société succeeds to the Fonds québécois de récupération, a legal person not established for pecuniary gain constituted under Part III of the Companies Act (chapter C-38) by letters patent issued by the Inspector General of Financial Institutions on 4 July 1984 and registered on 6 July 1984, in libro C-1166, folio 33; it acquires the assets and rights and assumes the obligations of that legal person, which is dissolved.

1990, c. 23, s. 32; 1999, c. 40, s. 300.

33. To the extent that they are consistent with this Act, the decisions, by-laws or resolutions adopted or passed by the Fonds québécois de récupération remain in force until they are amended, repealed or replaced by the decisions, by-laws or resolutions adopted or passed under this Act.

1990, c. 23, s. 33.

34. (Omitted).

1990, c. 23, s. 34.

35. The Société assumes the rights and obligations of the Fonds québécois de récupération arising from the Agreement relating to the consignment, the recuperation and the recycling of non-refillable beer and soft drink containers made on 15 July 1987 between the Minister and the signatories of the agreement, in accordance with the Act respecting beer and soft drink distributors’ permits (chapter P-9.2). Notwithstanding the provisions of this agreement and any notice of cancellation which may have ended it, it shall remain in force and shall bind the parties until 31 December 1990.

1990, c. 23, s. 35; 1999, c. 40, s. 300.

36. The Government may, upon the recommendation of the Minister, appoint temporary directors, one of whom shall act as chairman of the board, to administer the affairs of the Société from 22 June 1990 until 31 December 1990 or any other date it determines. The president of the Société, upon appointment, shall be a member of the board.

1990, c. 23, s. 36; 1999, c. 40, s. 300.

37. Any acquisition, transfer or alienation of property, rights or assets by the Fonds québécois de récupération shall be null and absolutely null, as shall any gift, loan or aid made or granted by it from 9 May 1990 until 22 June 1990, except where they have been unanimously authorized by the members of the board of directors of the Fonds québécois de récupération.

The first paragraph does not apply with respect to any system of aid in the recovery of non-returnable containers for beer and soft drinks established for retailers before 9 May 1990.

1990, c. 23, s. 37.

38. (Amendment integrated into c. P-9.2, s. 3).

1990, c. 23, s. 38.

39. (Amendment integrated into c. P-9.2, s. 4).

1990, c. 23, s. 39.

40. (Omitted).

1990, c. 23, s. 40.

41. (Amendment integrated into c. Q-2, s. 70).

1990, c. 23, s. 41.

CHAPTER VI FINAL PROVISIONS

42. The Minister of the Environment is responsible for the carrying out of this Act.

1990, c. 23, s. 42; 1994, c. 17, s. 77; 1999, c. 36, s. 158.

The Minister of Sustainable Development, Environment and Parks exercises the functions of the Minister of the Environment provided for in this Act. Order in Council 173-2005 dated 9 March 2005, (2005) 137 G.O. 2 (French), 1043.

43. (Omitted).

1990, c. 23, s. 43.

REPEAL SCHEDULE

In accordance with section 9 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter 23 of the statutes of 1990, in force on 1 September 1990, is repealed, except sections 34 and 43, effective from the coming into force of chapter S-22.01 of the Revised Statutes.